EMC EMERGIES, INC.
             U.S. Securities and Exchange Commission
                     Washington, D.C. 20549

                           FORM 10-KSB

[X}     ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

        For the fiscal year ended June 30, 1999.

[ ]     TRANSACTION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the transition period from _______ to _______

                        Commission File No. 0-5391

                            EMC ENERGIES, INC.
              (Name of Small Business Issuer in its Charter)

              WYOMING                           83-0210365
   (State or Other Jurisdiction of         (I.R.S. Employer I.D. No.)
    incorporation or organization)

                      4685 S. HIGHLAND DR, SUITE 202
                        SALT LAKE CITY, UT 84117
                 (Address of Principal Executive Offices)

                 Issuer's Telephone Number: (801)274-1011

Securities Registered under Section 12(b) of the Exchange Act:  None.

Securities Registered under Section 12(g) of the Exchange Act: Common stock
having a par value of $.25 per share

Check  whether the Issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for
such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

(1)   Yes     No X        (2)   Yes  X    No
         ---     ---               ---     ---

Check if there is no disclosure of delinquent  filers in response to Item 405
of Regulation  S-B is not  contained  in  this  form,  and no  disclosure
will  be contained,  to the  best of  Registrant's  knowledge,  in
definitive  proxy  or information  statements  incorporated  by reference in
Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

State Issuer's revenues for its most recent fiscal year:
June 30, 1998  $ - 0 -

State  the   aggregate   market  value  of  the  common  voting  stock  held
by non-affiliates  computed by  reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a specified
date within the past 60 days:

     June 30, 1998 - $488,341  There are 1,953,366 shares of common voting
stock of the  Registrant  held by  non-affiliates.  During the past five
years,  there has been no  "public  market"  for  shares of common  stock of
the Company,  so the Company has arbitrarily valued these shares on the basis
of par value (.25) per share.  There are no preferred shares authorized.

             (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                      DURING THE PAST FIVE YEARS)

None; Not Applicable.

               (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:

                         Common Voting Stock
                            June 30, 1999
                              2,423,358

                           Preferred Stock
                            June 30, 1999
                                  0
                          (None authorized)


DOCUMENTS INCORPORATED BY REFERENCE

A description of "Documents  Incorporated  by Reference" is contained in Item
13 of this Report.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---

                                    PART I

Item 1.  Description of Business.

Business Development
--------------------

     The Company was incorporated under the laws of the State of Wyoming on
June 19, 1969.  Following an involuntary dissolution for failure to file an
annual report, the Company was reinstated as a Wyoming Corporation on October
14, 1999.

     Prior to 1990, the Company was engaged in the business of exploring for
and producing oil and gas in the Rocky Mountain and Mid-Continent areas of the
United States.  The Company liquidated substantially all of its assets in
1990, and has been dormant since that time.  It has attempted to find a
suitable acquisition or merger candidate since 1990, but none have been
discovered and no agreements have been entered into as of June 30, 1999.

Business
---------

     The Company has had no business  operations  since 1990. To the extent
that the Company intends to continue to seek the acquisition of  assets,
property  or  business  that  may  benefit  the  Company  and  its
stockholders,  the Company is essentially a "blank check"  company.  Because
the Company has  virtually  no assets,  conducts no business  and has no
employees, management  anticipates that any such  acquisition  would require
the Company to issue shares of its common stock as the sole  consideration for
the acquisition. This may result in substantial  dilution of the shares of
current  stockholders. The Company's Board of Directors shall make the final
determination  whether to complete any such  acquisition;  the approval of
stockholders will not be sought unless  required  by  applicable  laws,  rules
and  regulations,  the  Company's Articles of  Incorporation  or Bylaws,  or
by  contract.  The  Company  makes no assurance that any future enterprise
will be profitable or successful.

     The Company  currently  has no business  operations  other than seeking
the acquisition of assets, property or business that may benefit the Company
and its stockholders.   As of the date  hereof,  the Company  has not
executed  any  definitive, binding Plan of Reorganization and there can be no
assurance that such a Plan will ever be executed or that, if executed, such a
transaction will be completed.

Principal Products or Services and Markets
------------------------------------------

     The Company currently offers no principal  products or services and has
not been engaged in any material  operations since on or before June 30, 1990.


Distribution methods of the products or services;
-------------------------------------------------

     None; not applicable.

Status of any publicly announced new product or service
-------------------------------------------------------

     None; not applicable.

Competitive business conditions and the small business issuer's competitive
position in the industry and methods of competition
---------------------------------------------------

     None; not applicable.

Sources and availability of raw materials and the names of principal suppliers
---------------------------------------------------------------------------

     None; not applicable.

Dependence on one or a few major customers
------------------------------------------

     None; not applicable.

Patents, trademarks, licenses, franchises,  concessions, royalty agreements
or labor contracts, including duration
------------------------------------------------------------------

     None; not applicable.

Need for any government approval of principal products or services
-----------------------------------------------------------------

     None; not applicable.

Effect of existing or probable governmental regulations on the business
-----------------------------------------------------------------------

     None; not applicable.

Time spend during the last two fiscal years on research and development
activities
-----------------------------------------------------------------------

     None; not applicable;


Costs and effects of compliance with environmental laws
-------------------------------------------------------

     None; not applicable.

Number of total employees and number of full time employees
-----------------------------------------------------------

     None; not applicable.

Risk Factors
-------------

     In any  business  venture,  there are  substantial  risks  specific  to
the particular  enterprise  and  which  cannot  be  ascertained  until  a
potential acquisition,  reorganization  or  merger  candidate  has been
identified  and a reorganization  with such a  candidate  completed;
however,  at a minimum,  the Company's  present and proposed business
operations will be highly  speculative and subject to the same types of risks
inherent in any new or unproven  venture, and will include those types of risk
factors outlined below.

     Limited Assets;  No Source of Revenue.  The Company has virtually no
assets and has had no revenues since before June 30, 1990. Nor will the
Company receive any revenues until it completes an acquisition, reorganization
or merger, at the earliest.  The Company can provide no assurance that any
acquired  business will produce any material  revenues for the Company or its
stockholders  or that any such business will operate on a profitable basis.

     "Going  Concern"  Opinion  of  Independent   Auditor.  In  its
Independent Auditors' Report, on the Company's financial statements for the
years  ended June 30, 1998 and 1999,  the  Company's  independent auditor
has  expressed  uncertainty  as to  the  likelihood  of  the  Company's
continuing  as  a  going  concern.  This  opinion  is  based  on  the
Company's substantial  accumulated losses from operations,  its lack of
assets and its net working capital deficiency. See Part I, Item 7, of this
Report.

     Discretionary Use of Proceeds;  "Blank Check" Company.  Because the
Company is not currently  engaged in any  substantive  business  activities,
as well as management's  broad  discretion  with  respect  to the
acquisition  of  assets, property or business,  the Company may be deemed to
be a "blank check"  company. Although  management intends to apply
substantially all of the proceeds that it may  receive  through the  issuance
of stock or debt to a suitable  acquisition, subject to the criteria
identified  above,  such proceeds will not otherwise be designated for any
more specific  purpose.  The Company can provide no assurance that any
allocation  of such  proceeds  will allow it to achieve  its  business
objectives.

     State  Restrictions  on  "Blank  Check"  Companies.  A total  of 36
states prohibit or  substantially  restrict the  registration and sale of
"blank check" companies  within  their  borders.  Additionally,  36 states
use  "merit  review powers"  to exclude  securities  offerings  from  their
borders in an effort to screen out  offerings of highly  dubious  quality.
See  Paragraph  8221,  NASAA Reports, CCH Topical Law Reports, 1990. The
Company intends to comply fully with all state  securities laws, and plans to
take the steps necessary to ensure that any future  offering of its
securities is limited to those states in which such offerings are allowed.
However,  these legal  restrictions  may have a material adverse  impact on
the  Company's  ability to raise  capital  because  potential purchasers of
the Company's  securities  must be residents of states that permit the
purchase of such securities.  These  restrictions may also limit or prohibit
stockholders  from  reselling  shares of the  Company's  common stock within
the borders of regulating states.

     By regulation or policy statement, eight states (Idaho, Maryland,
Missouri, Nevada,   New  Mexico,   Pennsylvania,   Utah  and  Washington)
place  various restrictions  on the sale or  resale of equity  securities  of
"blank  check" or "blind pool"  companies.  These  restrictions  include,  but
are not limited to, heightened disclosure requirements, exclusion from "manual
listing" registration exemptions for secondary trading  privileges and
outright  prohibition of public offerings of such companies.

     Further,  all states  (with the  exception of Alabama,  Delaware,
Florida, Hawaii,  Illinois,  Minnesota,  Nebraska and New York) have adopted
some form of the Small Corporate  Offering  Registration  Exemption  ("SCOR")
program,  which permits an issuer to notify the  Securities  and Exchange
Commission of certain offerings registered in such states by filing a Form D
under Regulation D of the Securities and Exchange  Commission.  States
participating  in the SCOR program also allow  applications  for
registration  of securities by  qualification  by filing  a  Form  U-7  with
the   states'   securities   commissions.   In  most jurisdictions,  "blank
check" and "blind pool"  companies  are not eligible for participation in the
SCOR program.

     Management  to Devote  Insignificant  Time to  Activities  of the
Company. Members of the Company's  management  are not required to devote
their full time to the affairs of the Company. Because of their time
commitments, as well as the fact that the Company has no business, the members
of management anticipate that they  will  devote an  insignificant  amount  of
time to the  activities  of the Company,  at least  until such time as the
Company  has  identified  a suitable acquisition target.

     Capital Consulting of Utah, Inc.,  which is a consultant to the Company,
has been and continues to be,  involved in the promotion of other  entities
that may be deemed to be "blank check" companies. Additionally, it  provides
financial consulting services to these companies.

     Future Sales of Common Stock.  As of the date of this Report, all of the
Company's stock has been beneficially  owned for one year,  and subject  to
compliance  with  the  applicable  provisions  of  Rule  144 of the Securities
and Exchange Commission, shareholders may then commence to sell up to one
percent of the  outstanding  securities of the Company in any three month
period.  Such sales could have a substantial adverse effect on any public
market that may then exist in the Company's common stock.  Sales of any of
these could  severely  affect the ability of the Company to secure the
necessary  debt or  equity  funding  for the  Company's  proposed  business
operations.  For additional information concerning the present market for
shares of  common  stock of the  Company,  see Part  III,  Item 9 of this
Report.

     Dilution.  Any reverse or issuance of any stock will effect a "dilution"
of the holdings of the Company's  stockholders.  Because the Company
currently has no resources,  and is unlikely to have any resources  until it
has completed a merger or  acquisition, management expects that any such
compensation would take the form of an issuance of the  Company's  stock, and
that a reverse of the existing shareholder base will be necessary; this
would  further  dilute  the holdings of the Company's other stockholders.

     No Market for Common  Stock;  No Market for Shares.  Although the
Company's common stock is listed on the OTC Bulletin Board of the National
Association of Securities  Dealers,  Inc.  (the  "NASD"),  under the  symbol
"EMCE",  there is currently no established market for such shares;  there can
be no assurance that such a market will ever develop or be maintained. Any
market price for shares of common stock of the Company is likely to be very
volatile,  and numerous factors beyond the control of the Company may have a
significant  effect.  In addition, the stock  markets  generally  have
experienced,  and  continue to  experience, extreme  price and volume
fluctuations  which have affected the market price of many  small  capital
companies  and which  have  often  been  unrelated  to the operating
performance of these companies.  These broad market fluctuations,  as
well as general  economic and political  conditions,  may  adversely  affect
the market price of the Company's  common stock in any market that may
develop.  See Part II, Item 5, of this Report.

     Risks of "Penny  Stock."  The  Company's  common  stock may be deemed to
be "penny  stock"  as  that  term is  defined  in Reg.  Section  240.3a51-1
of the Securities and Exchange Commission.  Penny stocks are stocks (i) with a
price of less than five  dollars  per share;  (ii) that are not traded on a
"recognized" national  exchange;  (iii) whose  prices are not quoted on the
NASDAQ  automated quotation system  (NASDAQ-listed  stocks must still meet
requirement (i) above); or (iv) is an issuer  with net  tangible  assets  less
than  $2,000,000  (if the issuer has been in continuous  operation for at
least three years) or $5,000,000 (if in continuous operation for less than
three years), or with average revenues of less than $6,000,000 for the last
three years.

     There has not been an "established  public market" for the Company's
common stock  for the  past 8 years.  The  Company's  common  stock  is
quoted  on the "Electronic  Bulletin Board" of the National  Association of
Securities Dealers, Inc.(the "NASD"), under the symbol "EMCE".

     After completing a merger or acquisition  transaction the Company will
seek a  securities  firm to make a  market  in its  securities.  If there is
only one market maker in the Company's securities, there is a risk that market
maker will dominate  the market and set prices  that are not based on
competitive  forces.

     Section 15(g) of the Securities Exchange Act of 1934, as amended,  and
Reg. Section   240.15g-2  of  the   Securities   and  Exchange   Commission
require broker-dealers  dealing in penny stocks to provide  potential
investors  with a document  disclosing  the risks of penny stocks and to
obtain a manually  signed and dated written receipt of the document before
effecting any transaction in a penny stock for the  investor's  account.
Potential  investors in the Company's common  stock are urged to obtain  and
read  such  disclosure  carefully  before purchasing any shares that are
deemed to be "penny stock."

     Moreover,  Reg. Section 240.15g-9 of the Securities and Exchange
Commission requires  broker-dealers  in penny stocks to approve the account of
any investor for transactions in such stocks before selling any penny stock to
that investor. This  procedure  requires  the  broker-dealer  to (i) obtain
from the  investor information concerning his or her financial situation,
investment experience and investment  objectives;  (ii) reasonably
determine,  based on that information, that  transactions  in penny  stocks
are  suitable for the investor and that the investor has sufficient  knowledge
and experience as to be reasonably capable of evaluating  the risks of penny
stock  transactions;  (iii)  provide the investor with a written statement
setting forth the basis on which the broker-dealer made the  determination  in
(ii) above;  and (iv)  receive a signed and dated copy of such statement  from
the investor,  confirming  that it accurately  reflects the investor's
financial situation, investment experience and investment objectives.
Compliance with these  requirements  may make it more difficult for investors
in the  Company's  common  stock to  resell  their  shares to third  parties
or to otherwise dispose of them.

Involvement in Other "Blank Check" Companies.
---------------------------------------------
     Management does not have any other experience in the past ten years with
other "blank check" companies.

      Capital Consulting of Utah, Inc.,  which is a consultant of the Company,
has been and continues to be,  involved in the promotion of other  entities
that may be deemed to be "blank check" companies.  Additionally, it provides
financial consulting services to these companies.


Item 2.  Description of Property.

      The Company has limited property including real property located in
Estes, Colorado, two gold bars, and securities, and cash, the combined value
of which is approximately $24,000.

     The Company's principal  executive office address and telephone  number
is the home address and number of Thomas Galles, the company's president,
which are provided at no cost. See Item 1, Part I, of this Report.


Item 3.  Legal Proceedings.

     The Company is not the subject of any pending legal proceedings; and to
the knowledge of management,  no proceedings are presently  contemplated
against the Company by any federal, state or local governmental agency.

     Further,  to the knowledge of management,  no director or executive
officer is party to any action in which any has an interest adverse to the
Company.


Item 4.  Submission of Matters to a Vote of Security Holders.

     None; not applicable

                                    PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

Market Information
------------------

     There is no "public market" for shares of common stock of the Company.

     The Company is listed on the OTC Bulletin Board of the National
Association of Securities Dealers ("NASD") under the symbol "EMCE", however,
management does not expect any public  market to develop  unless and until the
Company completes an acquisition or merger. In any event, no assurance can be
given that  any  market  for  the  Company's  common  stock  will  develop  or
be maintained.  If a public  market ever  develops in the future,  the sale of
"unregistered" and "restricted" shares of common stock pursuant to Rule 144 of
the Securities and Exchange  Commission by shareholders may have a substantial
adverse impact on any such public market.

Holders
-------

     The number of record holders of the Company's  common stock as of June
30, 1999  was  1,072;  this  number  does  not  include  an  indeterminate
number  of stockholders  whose  shares are held by brokers  in street  name.
The number of stockholders  has been  substantially  the same during the past
ten years.

Dividends
---------

     There are no present  material  restrictions  that limit the ability of
the Company  to pay  dividends  on common  stock or that are  likely to do so
in the future. The Company has not paid any dividends with respect to its
common stock, and does not intend to pay dividends in the foreseeable future.

Recent Sales of Unregistered Securities
---------------------------------------

     None; not applicable.


Item 6.  Management's Discussion and Analysis or Plan of Operation.
Plan of Operation
-----------------

     The Company has not engaged in any material operations in the period
ending June 30, 1999, or since in or before June 30, 1990. The Company
intends to continue to seek out the acquisition of assets, property or
business that may be beneficial to the Company and its stockholders.

     The Company's foreseeable cash requirements during the next 12 months
will relate to  maintaining  the Company in good  standing in its state of
incorporation,  maintaining  the Company in good  standing with its transfer
agent, legal fees and accounting fees to keep its reports  "current" with the
Securities and Exchange  Commission, and cash requirements to effect a merger
or acquisition with a going concern company.

     The Company  currently  has no business  operations  other than seeking
the acquisition of assets, property or business that may benefit the Company
and its stockholders.

     As of the date  hereof,  the  parties  have not  executed  any
definitive, binding Plan or merger or reorganization,   and there can be
no assurance that such a Plan will ever be executed or that, if executed, such
a transaction will be completed.

Results of Operations
---------------------

     The Company has had no operations since June 30, 1990.

Liquidity
---------

     The Company presently has no assets,  cash or otherwise.  It is
anticipated that the  Company's  expenses  over the next 12 months will be
advanced  through loans from either it's officers and directors or Capital
Consulting of Utah, Inc.

Item 7.  Financial Statements.

For the periods ended June 30, 1998 and June 30, 1999
-----------------------------------------------------

                        EMC ENERGIES, INC.
                   INDEPENDENT AUDITORS' REPORT
                              AND
                      FINANCIAL STATEMENTS

                     JUNE 30, 1999 AND 1998



                             CONTENTS
                                                                        PAGE

INDEPENDENT AUDITOR'S REPORT                                             1

FINANCIAL STATEMENTS
   Balance Sheets                                                        2


   Statements of Operations                                              3

   Statements of Stockholders' Equity                                    4

   Statements of Cash Flows                                              5

   Notes to Financial Statements                                        6


                       INDEPENDENT AUDITOR'S REPORT


Board of Directors and Stockholders
EMC ENERGIES, INC.


I  have audited the balance sheets of EMC Energies, Inc. as of June 30, 1999
and 1998 and the related statements of operations, stockholders' equity and
cash flows for the years ended June 30, 1999 and 1998.  These financial
statements are the responsibility  of  the Company's management.  My
responsibility is to express an opinion on these financial statements based on
my audits.

I conducted my audits in accordance with generally accepted auditing
standards.  Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  I believe that my audits provide a reasonable basis
for my opinion.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of EMC Energies, Inc. as of
June 30, 1999 and 1998, and the results of its operations and its cash  flows
for the years ended June 30, 1999 and 1998, in conformity with generally
accepted accounting  principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a  going concern.  As discussed in Note 5 to the financial
statements,  the Company has suffered recurring losses, and has limited
working capital which raises substantial doubt about its ability to continue
as a going concern.  Management's plans regarding those matters also are
described in Note 5.  The financial statements do not include any  adjustments
that might result from the outcome of this uncertainty.


Salt Lake City, Utah
November 17, 1999


<TABLE>


                          EMC ENERGIES, INC.
                            BALANCE SHEET
                       JUNE 30, 1999 AND 1998

<CAPTION>
                           ASSETS
                                          June 30             June 30
                                           1999                1998
<S>                                    <C>                 <C>
CURRENT ASSETS:
     Cash                               $   1,657           $   3,894
     Marketable Securities -
        Available for sale                 18,875              28,525
     Other Investments                      1,575               1,575
                                          -------             -------
         Total Current Assets              22,107              33,994

PROPERTY AND EQUIPMENT, NET                 2,500              10,500
                                           ------              ------
TOTAL ASSETS                           $   24,607           $  44,494
                                           ======              ======


             LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES                    $        -           $       -
                                          _______            ________
         Total Current Liabilities              -                   -

STOCKHOLDERS' EQUITY
    Common stock, $.25 par value;
     10,000,000 shares authorized;
     2,423,358 shares issued at
     1999 and 1998                        605,840             605,840
    Additional paid-in capital            821,311             821,311
    Retained earnings (deficit)        (1,089,597)         (1,079,360)
    Accumulated other comprehensive
     income (loss)                        (20,420)            (10,770)
                                        _________           _________
                                          317,134             337,021
    Less treasury stock at cost,
     (353,386 shares both years)         (292,527)           (292,527)
                                        _________           _________
TOTAL LIABILITIES
     AND STOCKHOLDERS' EQUITY           $  24,607           $  44,494
                                         ========            ========

</TABLE>
The accompanying notes are an integral part of these financial statements.


<TABLE>

                        EMC ENERGIES, INC.
                     STATEMENTS OF OPERATIONS

<CAPTION>
                                       For the            For the
                                     Year Ended         Year Ended
                                       June 30            June 30
                                        1999               1998
                                     ----------         ----------
<S>                                  <C>                  <C>
REVENUE                              $       -            $       -
                                      --------             --------

EXPENSES:
General and Administrative Expenses      2,240                3,465
Asset Impairment Charge                  8,000                    -
                                        ------                -----
TOTAL OPERATING EXPENSES                10,240                3,465
                                        ------                -----
Net (loss) before other items          (10,240)              (3,465)
                                        ------                -----
OTHER INCOME (EXPENSE):
   Other income                              3                    5
   Interest income                           -                   28
   Gain (loss)on sale of
    marketable securities                    -                2,385
                                         -----                -----
TOTAL OTHER INCOME (EXPENSE)                 3                2,418
                                         -----                -----
NET (LOSS) BEFORE TAXES                (10,237)              (1,047)

PROVISIONS FOR INCOME TAXES                  -                    -
                                         -----                -----
NET (LOSS)                           $ (10,237)             $(1,047)
                                        ======               ======
EARNINGS (LOSS) PER SHARE
 Income (loss) from
  continuing operations              $   (0.00)             $ (0.00)
                                        ======               ======
 Net income                          $   (0.00)             $ (0.00)
                                        ======               ======
WEIGHTED AVERAGE
   SHARES OUTSTANDING                2,423,358            2,423,358
                                     =========            =========

</TABLE>

The accompanying notes are an integral part of these financial statements.


<TABLE>


                         EMC ENERGIES, INC.
                STATEMENT OF STOCKHOLDERS' DEFICIT
             FOR THE YEARS ENDED JUNE 30, 1999 AND 1998
<CAPTION>
                                             Accum.
        Common Stock     Add'l     Accum-    Other     Treasury Stock
      Shares    Amount  Paid-in    ulated  Comprehens. Shares   Amount
      Issued    Paid    Capital    Deficit   Losses    Issued   Paid    Total
     --------  ------   -------   ---------  -------  -------  -------
-----
<S><C>       <C>      <C>      <C>         <C>      <C>     <C>       <C>
BALANCE, June 30,1997:
   2,423,358 $605,840 $821,311 $(1,078,313)$(11,157)353,286 $(292,524)$45,157

Treasury stock
 acquisition                                            100        (3)     (3)

Comprehensive income:
 Net loss for the
  period ended
  June 30, 1998                     (1,047)                            (1,047)

 Other comprehensive
  income (loss)
  unrealized gain
  on securities                                 387                       387

Comprehensive income                                                     (660)
   _________  _______  _______   _________   ______ _______   _______ _______
BALANCE, June 30, 1998:
   2,423,358 $605,840 $821,311 $(1,079,360)$(10,770)353,386 $(292,527)$44,494

Comprehensive income:
 Net loss for the
  period ended
  June 30, 1999                    (10,237)                           (10,237)

 Other comprehensive
  income (loss)
  unrealized gain (loss)
  on securities                              (9,650)                   (9,650)

Comprehensive income                                                  (19,887)
   _________  _______  _______   _________   ______ _______   _______ _______
BALANCE, June 30, 1999:
   2,423,358 $605,840 $821,311 $(1,089,597)$(20,420)353,386 $(292,527)$24,607
   ========= ======== ======== =========== ======== ======= ========= ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

<TABLE>

                      EMC ENERGIES, INC.
                  STATEMENTS OF CASH FLOWS

<CAPTION>
                                        For the            For the
                                      Year Ended          Year Ended
                                        June 30,           June 30,
                                         1999               1998
                                      ----------          ----------
<S>                                  <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                            $  (10,237)      $   (1,047)
  Adjustments to reconcile
    net loss to net cash used
    in operating activities:
    Asset impairment charge                8,000                -
    Gain on sale of securities                 -            2,386
    Changes in assets & liabilities            -                -
                                           -----            -----
      Net cash used for
       operating activities               (2,237)           1,339

CASH FLOWS FROM INVESTING ACTIVITIES:
    Sale of securities                         -             (501)
                                           -----            -----
       Net cash used in investing
        activities                             -             (501)
                                           -----            -----
CASH FLOWS FROM FINANCING ACTIVITIES:          -                -
                                           -----            -----
       Net increase (decrease) in Cash    (2,237)             838

CASH AT BEGINNING PERIOD                   3,894            3,056
                                           -----            -----
CASH AT END OF PERIOD                     $1,657           $3,894
                                           =====            =====
SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest expense                        $    -           $    -
                                           =====            =====
  Income taxes                            $    -           $    -
                                           =====            =====
</TABLE>

The accompanying notes are an integral part of these financial statements.



                            EMC ENERGIES, INC.

                       NOTES TO FINANCIAL STATEMENTS


NOTE  1  -  THE COMPANY

EMC Energies, Inc. (the Company) was founded as an energy company.  In 1990
the Company sold most of its assets in an orderly manner and paid off its
outstanding obligations.  The Company has been relatively inactive since that
time.  It invested its excess cash and has used the cash to file tax returns,
pay limited expenses and maintain its existence.

NOTE  2  -  SIGNIFICANT ACCOUNTING POLICIES

Accounting Method  -  The Company's financial statements are prepared using
the accrual method of accounting.

Property and Equipment  -  Property and equipment are stated at cost, less
accumulated depreciation.  Maintenance and repairs are expensed as incurred.
Depreciation is determined using the straight-line method over the estimated
useful lives of the assets.

     Earnings (Loss) Per Share  -  In February 1997, the Financial Accounting
Standards Board issued SFAS No. 128, "Earnings per Share."  SFAS No. 128
simplifies the standards for computing earnings per share ("EPS") and was
effective for financial statements issued for periods ending after December
15, 1997, with earlier application not permitted.  Upon adoption, all prior
EPS data was restated.

     Basic EPS is determined using net income divided by the weighted average
shares outstanding during the period.  Diluted EPS is computed by dividing net
income by the weighted average shares outstanding, assuming all dilutive
potential common shares were issued.

     Since the Company has no common shares that are potentially issuable,
such as stock options, convertible preferred stock and warrants, basic and
diluted earnings per share are the same.

Income Taxes - Income taxes are provided for the tax effects of transactions
reported in the financial statements and consist of taxes currently due plus
deferred income taxes related primarily to the difference between the Company
reporting marketable securities gains and loses and asset impairment for
income tax purposes as compared to financial statement purposes.  Deferred
income taxes or benefit represent the future income tax consequences of those
timing differences, which will either be taxable or deductible when the assets
and liabilities are recovered or settled.

Statement of Cash Flows  -  The Company considers (if and when they have any)
all highly liquid investments with maturities of three months or less to be
cash equivalents.  The Company had no noncash investing or  financing for the
periods covered by the financial statements.
Use of Estimates  -  The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

NOTE  2  -  SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Comprehensive Income  -  The Company adopted Statement of Financial Accounting
Standard No. 130, "Comprehensive Income"("SFAS No. 130"), which is effective
for annual periods ending after December 15, 1997.  The Company elected to
early adopt SFAS No. 130 and prior year financial statements have been
reclassified to conform to SFAS No. 130 requirements.  The adoption of SFAS
No. 130 had no impact on total stockholders' equity.  As provided by SFAS No.
130, reclassification adjustments to prior year amounts are reported in a
separate statement of comprehensive income along with current year components
of comprehensive income.

Marketable Securities  -  Marketable securities  consist of common stock.
Marketable securities are stated at market value as determined by the most
recently traded price of each security at the balance sheet date.  All
marketable securities are defined as trading securities or available-for-sale
securities under the provisions of  SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities."

Management determines the appropriate classification of its investments in
marketable securities at the time of purchase and reevaluates such
determination at each balance sheet date.  Securities that are brought and
held principally for the purpose of selling them in the near term are
classified as trading securities and unrealized holding gains and losses are
included in earnings.   Debt securities for which the Company does not have
the intent or ability to hold to maturity and equity securities are classified
as available-for-sale.  Available-for-sale securities are carried at fair
value, with the unrealized gains and losses, net of tax, reported as a
separate component of stockholders' equity  in accumulated other comprehensive
income.  The Company at this time has no trading securities.

NOTE     3  -  PROPERTY AND EQUIPMENT

     Property and equipment consist of the following:

                                                 June  30,         June 30,
                                                   1999             1998
                                                ----------      ----------
     Land                                      $    10,500      $   10,500
     Proved Leasehold                                  250             250
     Well equipment                                    670             670
                                                ----------      ----------
                                                    11,420          11,420
     Less accumulated depletion & impairment         8,920             920
                                                ----------      ----------
                                               $     2,500      $   10,500
                                                ==========      ==========

Subsequent to June 30, 1999, the Company sold its land to a former officer and
director of the Company for $2,500.

NOTE   4  -  STOCKHOLDERS' EQUITY

The Company has adopted SFAS 130 which requires presentation of comprehensive
income (net income plus all other changes in net assets from non owner
sources) and its components in the financial statements.  The Company has
changed the format of its statements of stockholders' equity (deficit) to
present comprehensive income.  Accumulated other comprehensive income or loss
shown in the statements of stockholders' equity at June 30, 1999 and 1998, is
solely comprised of the accumulated change in unrealized gains and losses on
marketable securities.

NOTE   5  -  GOING CONCERN

The Company has experienced losses of $11,812 and $1,046 for the periods ended
June 30, 1999 and 1998 and has a stockholders' deficit of $1,091,172 and
$1,079,360 for the same periods.  The Company also has no operations.
Subsequent to June 30, 1999 the Company sold all of its assets and used most
of the proceeds to pay consulting and professional fees.  Presently the
Company has limited operating capital.  In light of the above circumstances,
the ability of the Company to continue as a going concern is substantially in
doubt.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

Management believes their plans will  provide the corporation with the ability
to continue in existence. Management plans to merge the Company with another
Company that has operations and business activities which it hopes will
provide future operations and business activity.

NOTE   6  -  INCOME TAXES

     Income tax expense consists of the following components:

                                             1999          1998
                                            ------        ------
        Current                             $    -        $    -
        Deferred benefit                     3,996           876
        Valuation allowance                 (3,996)         (876)
                                            ------        ------
                                            $    -        $    -
                                            ======        ======

For tax return purposes the Company has estimated net operating loss
carryforwards (NOL) of $837,909 and $835,672 at June 30, 1999 and 1998,
respectively. The $837,909 NOL expires between 2000 and 2015. A valuation
allowance of $231,755 and $284,128 for the years 1999 and 1998 respectively
have been established for those credits which are not expected to be realized.
The change in the NOL allowance in 1999 was $52,373.

NOTE   7 -  RELATED PARTY TRANSACTIONS

During 1999 and 1998 the Company paid an Officer and Director $728 and $551
for services rendered to the Company.  The Officer has since resigned but
subsequent to June 30, 1999, he received additional payments of $5,366 for
services rendered or provided.

NOTE   8 -  MARKETABLE SECURITIES AND OTHER INVESTMENTS

Marketable Securities are carried on the balance sheet at their Fair value.
As of June 30, 1999    and 1998 the following applies to the Company's
available-for-sale securities.

                                  1999           1998
                                  ----           ----
          Cost                 $ 39,295        $ 39,295
                                ========        ========
          Unrealized loss       $ 20,420       $ 10,770
                                ========        ========
          Market value          $ 18,875       $ 28,525
                                ========        ========

Subsequent to June 30, 1999 the Company sold all of its marketable securities
for $17,649.  The Company also distributed the $1,575 of other investment to
directors as appreciation for past services.


Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

McGladrey & Pullen, Certified Public Accountants located in Casper, Wyoming,
audited the financial statements of EMC Energies, Inc. for the years ended
June 30, 1990 and 1989.

David T. Thomson, P.C., Certified Public Accountant located in Salt Lake City,
Utah, audited the financial statements of EMC Energies, Inc. for the year
ended June 30, 1998, and will prepare the audit of the financial statements
for the year ended June 30, 1999.  Mr. Thomson was engaged by the Company in
September 1999.

There were no disagreements between the Company and McGladrey & Pullen,
whether resolved or not resolved, on any matter of accounting principles or
practices, financial statement disclosure or auditing, scope or procedure
which, if not resolved, would have caused them to make reference to the
subject matter of the disagreement in connection with their reports.

The Reports of McGladrey & Pullen for the years 1990 and 1989 did not contain
any adverse opinions or disclaimers of opinion and were not modified as to
uncertainty, audit scope or accounting principles.

                            PART III


Item 9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.

Identification of Directors and Executive Officers
--------------------------------------------------

     The following table sets forth, in  alphabetical  order,  the names and
the nature of all positions and offices held by all directors and executive
officers of the Company for the Company year ending June 30, 1999 and to
the date hereof,  and the period or periods  during which each such  director
or executive officer served in his or her respective positions.

Name               Position and background
----               -----------------------

Thomas Galles      President & Director in excess of ten years; has been the
                   managing partner of Four G Oil Company, a family-held oil
                   and gas exploration and production company, as his
                   principal occupation for past eight years

Susan Galles       Secretary since July 1994; has assisted Thomas Galles as
                   managing partner of  Four G Oil Company, a family-held oil
                   and gas exploration and production company, as her
                   principal occupation for past eight years

Donald Galles      Director in excess of ten years; has been a partner in The
                   Hawks Company, a partnership in oil and gas exploration and
                   production, as his principal occupation for past eight years

David Oline        Director in excess of ten years; has been owner of Just for
                   You Embroidery, a wholesale embroidery service provider, as
                   his principal occupation for past eight years

Term of Office
--------------

     The term of office of the current directors shall continue until new
directors are elected or appointed.

Family Relationships
--------------------

     Thomas and Susan Galles are husband and wife; Donald Galles is Thomas'
father.

Involvement in Certain Legal Proceedings
----------------------------------------

     Except as indicated  below and to the knowledge of  management,  during
the past five years,  no present or former  director,  person  nominated to
become a director, executive officer, promoter or control person of the Company:

     (1) Was a general  partner  or  executive  officer  of any  business  by
or against  which any  bankruptcy  petition was filed,  whether at the time of
such filing or two years prior thereto;

     (2) Was  convicted  in a  criminal  proceeding  or named the  subject  of
a pending  criminal  proceeding  (excluding  traffic  violations  and other
minor offenses);

     (3) Was the  subject of any order,  judgment  or decree,  not
subsequently reversed,  suspended  or  vacated,  of  any  court  of  competent
jurisdiction, permanently or temporarily enjoining,  barring, suspending or
otherwise limiting his involvement in any type of business,  securities or
banking activities;  and

     (4) Was the  subject of any order,  judgment  or decree,  not
subsequently reversed,  suspended  or  vacated,  of any federal or state
authority  barring, suspending or otherwise  limiting for more than 60 days the
right of such person to engage in any activity  described  above under this
Item, or to be associated with persons engaged in any such activity;

     (5) Was found by a court of competent jurisdiction (in a civil action),
the Commission  or the  Commodity  Futures  Trading  Commission  to have
violated a federal or state  securities or  commodities  law, and the judgment
has not been reversed, suspended, or vacated.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

     No  director,  executive  officer or 10%  shareholder  of the  Company
has effected any  transactions in the Company's  securities for the dates
covered by this report since the date of filing their respective Form 3
reports.

Item 10.  Executive Compensation.

Cash Compensation
-----------------

          The following table sets forth the aggregate  compensation paid by
the Company for services rendered during the periods indicated:

<TABLE>
<CAPTION>

                     SUMMARY COMPENSATION TABLE
<S>        <C>     <C>    <C>   <C>       <C>     <C>      <C>      <C>
                                               Long Term Compensation
                     Annual Compensation       Awards            Payouts
(a)        (b)      (c)   (d)   (e)       (f)     (g)      (h)      (i)
Name and   Years or              Other     Restr-  Option/  LTIP     All
Principal  Periods  $      $     Annual    icted   SAR's    Payouts  Other
Position   Ended   Salary  Bonus Compen-   Stock   (#)      ($)      Compen-
           1997,                 sation($) Awards                    sation($)
           1998 &
           1999

Thomas
Galles      0        0      0       0        0        0        0        0
President,  0        0      0       0        0        0        0        0
Director    0        0      0       0        0        0        0        0

Donald      0        0      0       0        0        0        0        0
Galles      0        0      0       0        0        0        0        0
Director    0        0      0       0        0        0        0        0

David       0        0      0       0        0        0        0        0
Oline       0        0      0       0        0        0        0        0
Director    0        0      0       0        0        0        0        0

Susan       0        0      0       0        0        0        0        0
Galles      0        0      0       0        0        0        0        0
Secretary   0        0      0       0        0        0        0        0
</TABLE>


     No cash compensation,  deferred  compensation or long-term  incentive
plan awards were issued or granted to the Company's  management  during the
Company's years ending June 30, 1997,  1998 or 1999, or the period ending on
the date of this Report.  Further, no member of the Company's management has
been granted any option or stock appreciation right; accordingly,  no tables
relating to such items have been included within this Item. See the Summary
Compensation Table of this Item.

Compensation of Directors
-------------------------

     There  are  no  standard  arrangements  pursuant  to  which  the
Company's directors are compensated for any services  provided as director.  No
additional amounts are payable to the Company's  directors for committee
participation  or special assignments.

     There are no arrangements  pursuant to which any of the Company's
directors was compensated  during the Company's last completed fiscal year or
the previous two  fiscal  years  for any  service  provided  as  director.  See
the  Summary Compensation Table of this Item.


Termination of Employment and Change of Control Arrangement
-----------------------------------------------------------

     There are no compensatory  plans or arrangements,  including payments to
be received  from the  Company,  with  respect to any person  named in the
Summary Compensation  Table set out above  which  would in any way result in
payments to any  such  person  because  of his  or  her  resignation,
retirement  or  other termination of such person's employment with the Company
or its subsidiaries, or any  change  in  control  of  the   Company,   or  a
change  in  the person's responsibilities following a change in control of the
Company.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

Security Ownership of Certain Beneficial Owners
-----------------------------------------------

    The following  table sets forth the  shareholdings  of those persons who
own more than five percent of the Company's common stock as of the date hereof:

<TABLE>
<CAPTION>

                             Number and Percentage
                          of Shares Beneficially Owned
                          ----------------------------
Name and Address        # of Shares              % of Class
----------------       ----------------          ---------
<S>                     <C>                       <C>
Donald G Galles         266,872                   11.0%
Thomas A Galles         133,532 (1)                5.5%
Jeff Hawks              125,643                    5.2%

(1) Includes direct and indirect ownership.

Security     Ownership    of    Management
------------------------------------------

     The following table sets forth the shareholdings of the Company's
directors and executive officers as the date hereof:


</TABLE>
<TABLE>
<CAPTION>
                             Number and Percentage
                          of Shares Beneficially Owned
                          ----------------------------
                                     # of Shares
Name and Address               Direct        Indirect            % of Class
----------------           --------------  -------------         ----------
<S>                        <C>             <C>                   <C>
Donald G Galles            266,872                               11.0%
Susan L Galles              23,457         48,000 (1)             1.2%
Thomas A Galles            104,914         28,618 (1)             5.5%
David M Oline               41,331                                1.7%
-------------------        -------         ------                ------
All directors and
executives officers
as a group (3)             436,574         33,418                19.4%
===================        =======         ======                =====

</TABLE>

(1) Indirect beneficial ownership includes shares, if any, held in the name of
the spouse, minor children or other relatives living in the person's house.

Changes in Control
------------------

     None; not applicable

Item 12. Certain Relationships and Related Transactions.

Transactions with Management and Others
---------------------------------------

      There  were  no  material  transactions,   or  series  of  similar
transactions,  during the Company's  last three fiscal  years,  or any
currently proposed transactions, or series of similar transactions, to which
the Company or any of its subsidiaries was or is to be a party, in which the
amount involved exceeded  $60,000 and in which any director,  executive
officer or any security holder who is known to the  Company to own of record or
beneficially  more than five percent of any class of the Company's  common
stock,  or any member of the immediate family of any of the foregoing persons,
had an interest.

Certain Business Relationships
------------------------------

     There were no material transactions, or series of similar transactions,
during the  Company's  last three fiscal  years,  or any  currently  proposed
transactions,  or  series  of  similar  transactions,  to which it or any of
its subsidiaries  was or is to be a party,  in which the  amount  involved
exceeded $60,000 and in which any director,  executive officer or any security
holder who is known to the Company to own of record or beneficially  more than
five percent of any class of its common stock,  or any member of the immediate
family of any of the foregoing persons, had an interest.

Indebtedness of Management
--------------------------

     Except as indicated in Part I, Item I,  "Business  Development,"  and
under the heading,  "Transactions with Management and Others",  there were no
material transactions, or series of similar transactions, during the Company's
last three fiscal years,  or any currently  proposed  transactions,  or series
of similar transactions, to which it or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director, executive officer or any  security  holder who is known to the
Company to own of record or beneficially  more than five  percent of any class
of its common  stock,  or any member of the immediate family of any of the
foregoing persons, had any Transactions with Promoters
---------------------------

     Except as indicated in Part I, Item 1,  "Business  Development",  and
under the heading,  "Transactions with Management and Others",  there were no
material transactions, or series of similar transactions, during the Company's
last three fiscal years,  or any currently  proposed  transactions,  or series
of similar transactions, to which it or any of its subsidiaries was or is to
be a party, in which the amount involved  exceeded $60,000 and in which any
promoter or founder or any member of the immediate  family of any of the
foregoing  persons,  had an interest.

Item 13. Exhibits and Reports on Form 8-K.

Reports on Form 8-K
-------------------

None; Not Applicable.

<TABLE>
<CAPTION>

Exhibit Number                 Description
--------------                 -----------
<S>                            <C>
   EX-16                       Letter re change of certifying accountant
   EX-27                       Financial Date Schedule.

</TABLE>

     *    Summaries of all exhibits contained within this Report are modified
          in their entirety by reference to these Exhibits.



                                SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  the  Registrant  has duly  caused  this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                            EMC Energies, Inc.


Date:  12-3-99          By /s/ Thomas A Galles
                           --------------------
                               Thomas A Galles

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this  Report has been  signed  below by the  following  persons on
behalf of the Registrant and in the capacities and on the dates indicated:


                           EMC Energies, Inc.


Date: 12-3-99          By /s/ Thomas A Galles
                          ---------------------
                          President, Director


Date: 12-3-99         By /s/ Susan L Galles
                         -------------------
                         Secretary